2011; provided, however, that on September 30, 2011, in addition to suchquarterly payment, the Company shall, or shall cause one or more members of the Company Group to,pay Providence the pro rata portion of such fee for the period commencing on the date of thisAgreement, and ending on September 30, 2011, calculated on the basis of a 365-day year. Feepayments shall be non-refundable.     Section 4. Expenses. In addition to the compensation payable to Providence pursuantto Section 3 hereof, the Company shall pay directly, or reimburse Providence for, its reasonableOut-of-Pocket Expenses. For purposes of this Agreement, “Out-of-Pocket Expenses” shallmean the amounts actually paid by Providence in cash in connection with its performance of theServices, including, without limitation, (i) fees and disbursements (including underwritingfees) of any independent auditors, outside legal counsel, consultants, investment bankers,financial advisors and other independent professionals and organizations, (ii) costs of anyoutside services or independent contractors such as financial printers, couriers, businesspublications or similar services, (iii) transportation and (iv) telephone calls,word processing expenses or any similar expense not associated with Providence’s ordinaryoperations. All reimbursements for Out-of-Pocket Expenses shall be made promptly upon or as soonas practicable after presentation by Providence to the Company of the statement in connectiontherewith. Out-of-Pocket Expenses shall not include expenses incurred solely for the benefit ofProvidence.     Section 5. Indemnification.     (a) The Company and SRA (each, an “Indemnifying Party”) shall indemnify and holdharmless Providence and its officers, employees, agents, representatives, members and affiliates,including its related investment funds (each, an “Indemnified Party”) from and against anyand all costs, expenses, liabilities, claims (including any third-party claims), damages and losses(collectively, “Losses”) relating to or arising out of the engagement of Providencepursuant to this Agreement or the performance by Providence of the Services pursuant hereto, otherthan Losses finally determined by a court of competent jurisdiction to be attributable to fraud ofan Indemnified Party.     (b) The Indemnifying Party shall reimburse any Indemnified Party for all reasonable costs andexpenses (including reasonable attorneys’ fees and expenses) as they are incurred in connectionwith the investigation of, preparation for or defense of any pending or threatened claim, action,suit, investigation or proceeding (each, an “Action”) for which the Indemnified Party wouldbe entitled to indemnification under Section 5(a), whether or not such Indemnified Party is a partythereto, provided that, subject to the provisions of Section 5(c), the Indemnifying Partyshall be entitled to assume the defense of such Action at its own expense, with counselsatisfactory to such Indemnified Party in its reasonable judgment.     (c) Any Indemnified Party may, at its own expense, retain separate counsel to participate insuch defense, and in any Action in which Company and any of its subsidiaries, on the one hand, andan Indemnified Party, on the other hand, is or is reasonably likely to become a party, suchIndemnified Party shall have the right to retain, at the Indemnifying Party’s expense, separatecounsel satisfactory to the Indemnifying Party in its reasonable judgement and to control its owndefense of such Action if, in the reasonable opinion of counsel to such Indemnified Party, aconflict or potential conflict exists between the Company and any of its
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subsidiaries, on the one hand, and such Indemnified Party, on the other hand, that would makesuch separate representation advisable.     (d) The Indemnifying Party agrees that it will not, without the prior written consent of therelevant Indemnified Party, settle, compromise or consent to the entry of any judgment in anypending or threatened Action relating to the matters contemplated hereby (if any Indemnified Partyis a party thereto or has been actually threatened to be made a party thereto) unless suchsettlement, compromise or consent includes an unconditional release of the relevant IndemnifiedParty and each other Indemnified Party from all liability arising or that may arise out of or inconnection with such Action. Provided that the Indemnifying Party is not in breach of itsindemnification obligations hereunder, no Indemnified Party shall settle or compromise any Actionsubject to indemnification hereunder without the prior written consent of the Company.     Section 6. Term; Termination. The term of this Agreement (the “Term”) shallcommence on the date hereof and shall continue until the earliest to occur of the following:(i) Providence (together with one or more of its affiliates) ceases to own any equitysecurities of the Company or (ii) the tenth anniversary of the date hereof;provided that, if at the tenth anniversary of the date hereof Providence (together with oneor more of its affiliates) continues to own any equity securities in the Company, this Agreementshall be automatically renewed for successive one-year terms unless earlier terminated (x) by anyparty upon 30 days’ prior written notice to the other parties or (y) pursuant to clause (i) of thisSection 6.     Section 7. Other Activities. Nothing herein shall in any way preclude Providence orany of its officers, employees, agents, representatives, members or affiliates from engaging in anybusiness activities or from performing services, whether for its own account or for the account ofothers, including for companies that may be in competition with the business conducted by theCompany and its subsidiaries.     Section 8. Miscellaneous.     (a) Amendment; Waivers. No amendment, alteration or modification of this Agreement orwaiver of any provision of this Agreement shall be effective unless such amendment, alteration,modification or waiver is approved in writing by the Company and Providence. The failure of anyparty to enforce any provision of this Agreement shall not be construed as a waiver of suchprovision and shall not affect the right of such party thereafter to enforce each provision of thisAgreement in accordance with its terms.     (b) Binding Effect; Assignment. This Agreement shall be binding upon and shall inureto the benefit of the parties and their respective successors and permitted assigns. ThisAgreement and the rights and obligations of the parties hereunder may not be assigned by any partywithout the prior written consent of the other parties; provided, however,Providence may, at its sole discretion, assign or transfer its rights and obligations hereunder toany of its affiliates.     (c) Entire Agreement. This Agreement shall constitute the entire agreement among theparties with respect to the subject matter hereof, and shall supersede all previous oral andwritten (and all contemporaneous oral) negotiations, commitments, agreements and understandingsrelating hereto.
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     (d) Governing Law; Submission to Jurisdiction. This Agreement and the rights andobligations of the parties hereunder and the Persons subject hereto shall be governed by andconstrued and interpreted in accordance with the laws of the State of Delaware without givingeffect to conflicts of laws rules that would require the application of the laws of anotherjurisdiction. Each party hereto agrees that it shall bring any Action between the parties relatingto this Agreement exclusively in the Court of Chancery of the State of Delaware, or to the extentsuch Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware(the “Chosen Courts”) and solely with respect to any such Action (i) irrevocablysubmits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection tolaying venue in any such Action in the Chosen Courts and (iii) waives any objection thatthe Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto.     (e) Waiver of Jury Trial. Each of the parties hereto irrevocably and unconditionallywaives the right to trial by jury with respect to any claim or Action arising out of, relating toor in connection with this agreement or any transaction contemplated hereby.     (f) Severability. The provisions of this Agreement shall be deemed severable and theinvalidity or unenforceability of any provision shall not affect the validity or enforceability ofthe other provisions hereof. If any provision of this Agreement, or the application thereof to anyperson or any circumstance, is invalid or unenforceable, (i) a suitable and equitableprovision shall be substituted therefor in order to carry out, so far as may be valid andenforceable, the intent and purpose of such invalid or unenforceable provision and (ii) theremainder of this Agreement and the application of such provision to other persons or circumstancesshall not be affected by such invalidity or unenforceability, nor shall such invalidity orunenforceability affect the validity or enforceability of such provision, or the applicationthereof, in any other jurisdiction     (g) Headings. The headings of this Agreement are inserted for convenience only and donot constitute a part of this Agreement.     (h) Counterparts. This Agreement may be executed in any number of counterparts, eachof which shall be an original and all of which taken together shall constitute one and the sameagreement.     (i) Delivery by Facsimile or Electronic Transmission. This Agreement and any signedagreement or instrument entered into in connection with this Agreement, and any amendments orwaivers hereto or thereto, to the extent signed and delivered by means of a facsimile machine or bye-mail delivery of a “.pdf” format data file, shall be treated in all manner and respects as anoriginal agreement or instrument and shall be considered to have the same binding legal effect asif it were the original signed version thereof delivered in person. No party hereto or to any suchagreement or instrument shall raise the use of a facsimile machine or e-mail delivery of a “.pdf”format data file to deliver a signature to this Agreement or any amendment hereto or the fact thatany signature or agreement or instrument was transmitted or communicated through the use of afacsimile machine or e-mail delivery of a “.pdf” format data file as a defense to the formation ofa contract and each party hereto forever waives any such defense.
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     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered bytheir duly authorized officers or agents as set forth below.           STERLING HOLDCO INC.             By: /s/ Christopher C. Ragona             Name: Christopher C. Ragona      Title: Vice President, Secretary andTreasurer             SRA INTERNATIONAL, INC.             By: /s/ Stanton D. Sloane             Name: Dr. Stanton D. Sloane      Title: President and Chief Executive Officer  *[CONSULTING AGREEMENT SIGNATURE PAGE]*
 

 
           PROVIDENCE EQUITY PARTNERS L.L.C.             By: Providence Management Holdco L.L.C., itsmanaging member             By: Providence Equity Global Group L.L.C., itsmanaging member             By: Providence Managing Member L.L.C., itsmanaging member             By: /s/ Robert S. Hull             Name: Robert S. Hull      Title: Chief Financial Officer  
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